Common use of With Consent of Holders of Notes Clause in Contracts

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer and the Trustee may amend or supplement this Indenture, the Notes or any of the Security Documents with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Security Documents. Upon the request of the Issuer accompanied by a Board Resolution authorizing the execution of any such amended or supplemental Indenture or other such amendment, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuer in the execution of such amended or supplemental Indenture or other such amendment unless such amended or supplemental Indenture or other such amendment affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendment. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Notwithstanding the foregoing, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in Section 9.01 or in this Section 9.02, the Issuer and the Trustee may amend or supplement this Indenture, any Guarantee and the Notes or any of the Security Documents with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (outstanding, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof6.07, may waive any existing Default or Event of Default (other than a Default or Event of continuing Default in the payment of the principal ofinterest on, premium, if any, or interest on the Notesprincipal of, any Note, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, Indenture or the Notes or the Security Documents. Upon the request of the Issuer accompanied by a Board Resolution authorizing the execution of any such amended or supplemental issued under this Indenture or other such amendment, and upon the filing may be waived with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of a majority in aggregate principal amount of the documents described then outstanding Notes (including consents obtained in Section 7.02 hereofconnection with a purchase of, or tender offer or exchange offer for, the Trustee Notes). Sections 2.08 and 2.09 shall join with the Issuer in the execution of such amended or supplemental Indenture or other such amendment unless such amended or supplemental Indenture or other such amendment affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in determine which case the Trustee may in its discretion, but shall not Notes are considered to be obligated to, enter into such amended or supplemental Indenture or other such amendment. It shall not be necessary “outstanding” for the purposes of this Section 9.02. The consent of the Holders of Notes is not necessary under this Section 9.02 Indenture to approve the particular form of any proposed amendment, supplement or waiver, but it shall be . It is sufficient if such consent approves the substance thereofof the proposed amendment. A consent to any amendment or waiver under this Indenture by any Holder given in connection with a tender of such Holder’s Notes shall not be rendered invalid by such tender. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer shall deliver electronically or mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture amendment, supplement or waiver. Notwithstanding the foregoing, without Without the consent of each affected Holder affectedof Notes, an amendment or waiver under this Section 9.02 may not (not, with respect to any Notes held by a non-consenting Holder)::

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer Company and the Trustee may amend or supplement this IndentureIndenture (including Section 3.09, 4.10 and 4.15 hereof) and the Notes may be amended or any of the Security Documents supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, for the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including consents obtained in connection with a tender offer or exchange offer for the Security DocumentsNotes). Upon the request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentIndenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuer Company in the execution of such amended or supplemental Indenture or other such amendment unless such amended or supplemental Indenture or other such amendment affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture Indenture. The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any indenture supplemental hereto. If a record date is fixed, the Holders on such record date, or other their duly designated proxies, and only such amendmentPersons, shall be entitled to consent to such supplemental indenture, whether or not such Holders remain Holders after such record date; provided, that unless such consent shall have become effective by virtue of the requisite percentage having been obtained prior to the date which is 180 days after such record date, any such consent previously given shall automatically and without further action by any Holder be canceled and of no further effect. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Notwithstanding Subject to Sections 6.04 and 6.07 hereof, the foregoingHolders of a majority in aggregate principal amount of the Notes then outstanding may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer Company, the Guarantors and the Trustee may amend or supplement this Indenture, Indenture and the Notes may be amended or any of the Security Documents supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, for the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Security Documents. Upon the request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 9.06 hereof, the Trustee shall join with the Issuer Company and the Guarantors in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Notwithstanding Subject to Sections 6.04 and 6.07 hereof, the foregoingHolders of a majority in principal amount of the Notes then outstanding may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer and the Trustee may amend or supplement this Indenture, the Notes Guarantees and the Notes of any series may be amended or any of the Security Documents supplemented as it relates to such series with the written consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes of each series affected thereby (including consents obtained in connection with all such series voting as a tender offer or exchange offer for, or purchase of, Notes), single class) and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the NotesNotes of such series, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes Note Guarantees or the Security DocumentsNotes of such series may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes of each series affected thereby (all such series voting as a single class). Upon the request of the Issuer accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 9.05 hereof, the Trustee shall join with the Issuer in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture directly affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer shall mail to the Holders of Notes of all series affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding the foregoing, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes of such series held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.029.2, the Issuer Company, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes and consent to amendments or any of supplements to the Security Documents and the Notes may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for the Notes), and, subject to Sections 6.4 and 6.7 hereof, any existing Default or compliance with any provision of this Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, for the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Security Documents. Upon the request of the Issuer Company and the Guarantors accompanied by a resolution of the Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 7.2 hereof, the Trustee shall join with the Issuer Company and the Guarantors in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 9.2 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Notwithstanding Subject to Sections 6.4 and 6.7 hereof, the foregoingHolders of a majority in aggregate principal amount of the Notes then outstanding may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer and the Trustee may amend or supplement this Indenture, the Notes may be amended or any of the Security Documents supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with voting as a tender offer or exchange offer for, or purchase of, Notes)single class, and, with such consent and subject to Sections Section 6.04 and Section 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, Indenture or the Notes or may be waived with the Security Documentsconsent of the Holders of a majority in principal amount of the then outstanding Notes voting as a single class. Upon the request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof603 of the Base Indenture, the Trustee shall join with the Issuer Company in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture directly affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. The Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such amendment or waiver and such supplemental indenture (if any) comply with the Indenture. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding Subject to Section 6.04 and Section 6.07 hereof, the foregoingHolders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer The Company and the Trustee may amend or supplement this Indenture, the Notes or any of the Security Documents enter into a supplemental indenture with the written consent of the Holders of at least a majority in aggregate principal amount of the outstanding Notes then outstanding of each Series affected by such supplemental indenture (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, Notesfor the Notes of such Series), andfor the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of Notes of each such Series. Except as otherwise provided herein, the Holders of at least a majority in aggregate principal amount of the outstanding Notes of each Series, by notice to the Trustee (including consents obtained in connection with a tender offer or exchange offer for the Notes of such consent and subject to Sections 6.04 and 6.07 hereof, Series) may waive any existing Default or Event of Default (other than a Default or Event of Default in compliance by the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance Company with any provision of this Indenture, Indenture or the Notes with respect to such Series. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed supplemental indenture or waiver, but it shall be sufficient if such consent approves the Security Documentssubstance thereof. Upon the request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall will join with the Issuer Company in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture directly affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall will not be obligated to, enter into such amended or supplemental Indenture or other such amendment. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereofIndenture. After an amendment, supplement a supplemental indenture or waiver under this Section section becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement supplemental indenture or waiver. Any failure of by the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding the foregoingHowever, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (not, with respect to any Notes held by a non-consenting Holder)::

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer and the Trustee may amend or supplement this Indenture, the Notes Guarantees and the Notes of any series may be amended or any of the Security Documents supplemented as it relates to such series with the written consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes of each series affected thereby (including consents obtained in connection with all such series voting as a tender offer or exchange offer for, or purchase of, Notes), single class) and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the NotesNotes of such series, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes Note Guarantees or the Security DocumentsNotes of such series may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes of each series affected thereby (all such series voting as a single class). Upon the request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 9.05 hereof, the Trustee shall join with the Issuer Company in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture directly affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer Company shall mail to the Holders of Notes of all series affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding the foregoing, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes of such series held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer this Indenture (including Sections 4.11 and the Trustee may amend 4.16) or supplement this Indenture, the Notes may be amended or any of the Security Documents supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including including, without limitation, consents obtained in connection with a purchase of, or a tender offer or exchange offer for, or purchase of, Notes), ) and, with such consent and subject to Sections 6.04 and 6.07 hereof6.07, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, Indenture or the Notes may be waived with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or the Security Documentsa tender offer or exchange offer for, Notes). Section 2.08 shall determine which Notes are considered to be "outstanding" for purposes of this Section 9.02. Upon the request of the Issuer Issuers accompanied by a Board Resolution resolution of their respective Boards of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentIndenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof7.02, the Trustee shall join with the Issuer Issuers in the execution of such amended or supplemental Indenture or other such amendment unless such amended or supplemental Indenture or other such amendment directly affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentIndenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Notwithstanding Subject to Sections 6.04 and 6.07, the foregoingHolders of a majority in aggregate principal amount of the Notes then outstanding may waive compliance in a particular instance by the Issuers with any provision of this Indenture or the Notes. However, without the consent of each Holder affected, an amendment amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.0211.02, the Issuer Company and the Trustee may amend or supplement this Indenture, Indenture and the Notes or any of the Security Documents with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, with such consent and subject to Sections 6.04 8.04 and 6.07 8.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default Default resulting from an acceleration that has been rescinded) or compliance with any provision of this IndentureIndenture or the Notes may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes). Sections 2.08 and 2.09 hereof shall determine which Notes or the Security Documentsare considered to be “outstanding” for purposes of this Section 11.02. Upon the request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 9.02 hereof, the Trustee shall join with the Issuer Company in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture directly affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 11.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding Subject to Sections 8.04 and 8.07 hereof, the foregoingHolders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 11.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer Company, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes or any of Notes, the Security Documents Documents, the Intercreditor Agreement and any Additional Intercreditor Agreement with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including consents obtained in connection with a tender offer or exchange offer for the Security DocumentsNotes). Upon the written request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture indenture or such other such amendmentagreement, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 9.06 hereof, the Trustee shall join with the Issuer Company and the Guarantors in the execution of such amended or supplemental Indenture indenture or such other such amendment agreement unless such amended or supplemental Indenture indenture or such other such amendment agreement affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or such other agreement or waiver. Notwithstanding Subject to Sections 6.04 and 6.07 hereof, the foregoingHolders of a majority in principal amount of the Notes then outstanding may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder affected, an amendment amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer Company, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes or any of Notes, the Security Documents Documents, the Intercreditor Agreement and any Additional Intercreditor Agreement with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, for the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Security Documents. Upon the written request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture indenture or such other such amendmentagreement, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 9.06 hereof, the Trustee shall join with the Issuer Company and the Guarantors in the execution of such amended or supplemental Indenture indenture or such other such amendment agreement unless such amended or supplemental Indenture indenture or such other such amendment agreement affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or such other agreement or waiver. Notwithstanding Subject to Sections 6.04 and 6.07 hereof, the foregoingHolders of a majority in principal amount of the Notes then outstanding may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder affected, an amendment amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer Company, the Guarantors and the Trustee may amend or supplement this Indenture, Indenture and the Notes may be amended or any of the Security Documents supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, for the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Security Documents. Upon the written request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 9.06 hereof, the Trustee shall join with the Issuer Company and the Guarantors in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Notwithstanding Subject to Sections 6.04 and 6.07 hereof, the foregoingHolders of a majority in principal amount of the Notes then outstanding may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder affected, an amendment amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer The Company and the Trustee may amend or supplement this Indenture, the Notes or any of the Security Documents enter into a supplemental indenture with the written consent of the Holders of at least a majority in aggregate principal amount of the outstanding Notes then outstanding of each Series affected by such supplemental indenture (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, Notesfor the Notes of such Series), andfor the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of Notes of each such Series. Except as otherwise provided herein, the Holders of at least a majority in aggregate principal amount of the outstanding Notes of each Series, by notice to the Trustee (including consents obtained in connection with a tender offer or exchange offer for the Notes of such consent and subject to Sections 6.04 and 6.07 hereof, Series) may waive any existing Default or Event of Default (other than a Default or Event of Default in compliance by the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance Company with any provision of this Indenture, Indenture or the Notes with respect to such Series. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed supplemental indenture or waiver, but it shall be sufficient if such consent approves the Security Documentssubstance thereof. Upon the request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall will join with the Issuer Company in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall will not be obligated to, enter into such amended or supplemental Indenture or other such amendment. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereofIndenture. After an amendment, supplement a supplemental indenture or waiver under this Section section becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement supplemental indenture or waiver. Any failure of by the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding the foregoingHowever, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (not, with respect to any Notes held by a non-consenting Holder)::

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer and the Trustee may amend or supplement this Indenture, any Guarantee and the 2017 A Notes or any of the Security Documents with the consent of the Holders of at least a majority in aggregate principal amount of the 2017 A Notes then outstanding, other than 2017 A Notes beneficially owned by the Company or any of its Affiliates, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, 2017 A Notes, and any existing Default or Event of Default or compliance with any provision of this Indenture or the 2017 A Notes issued thereunder may be waived with the consent of the Holders of a majority in principal amount of the then outstanding 2017 A Notes, other than 2017 A Notes beneficially owned by the Company or any of its Affiliates (including consents obtained in connection with a purchase of or tender offer or exchange offer for, or purchase of, for such 2017 A Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Security Documents. Upon the request of the Issuer Company accompanied by a resolution of the Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of 2017 A Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof7.02(b) hereof (to the extent requested by the Trustee), the Trustee shall join with the Issuer and the Guarantors in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture directly affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Holders of 2017 A Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer shall mail to the Holders of 2017 A Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding the foregoing, without Without the consent of each affected Holder affectedof 2017 A Notes, an amendment or waiver under this Section 9.02 may not (not, with respect to any 2017 A Notes held by a non-consenting Holder)::

With Consent of Holders of Notes. Except as provided below in the fourth sentence of the final paragraph of this Section 9.02, the Issuer Company, the Guarantors and the Trustee may amend or supplement this Indenture, Indenture and the Notes may be amended or any of the Security Documents supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, for the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Security Documents. Upon the request of the Issuer Company accompanied by a Board Resolution authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 9.06 hereof, the Trustee shall join with the Issuer Company and the Guarantors in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Notwithstanding Subject to Sections 6.04 and 6.07 hereof, the foregoingHolders of a majority in principal amount of the Notes then outstanding may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder affected, an amendment amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer and the Trustee may amend or supplement this Indenture, any Guarantee and the 2017 B Notes or any of the Security Documents with the consent of the Holders of at least a majority in aggregate principal amount of the 2017 B Notes then outstanding, other than 2017 B Notes beneficially owned by the Company or any of its Affiliates, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, 2017 B Notes, and any existing Default or Event of Default or compliance with any provision of this Indenture or the 2017 B Notes issued thereunder may be waived with the consent of the Holders of a majority in principal amount of the then outstanding 2017 B Notes, other than 2017 B Notes beneficially owned by the Company or any of its Affiliates (including consents obtained in connection with a purchase of or tender offer or exchange offer for, or purchase of, for such 2017 B Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Security Documents. Upon the request of the Issuer Company accompanied by a resolution of the Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of 2017 B Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof7.02(b) hereof (to the extent requested by the Trustee), the Trustee shall join with the Issuer and the Guarantors in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture directly affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Holders of 2017 B Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer shall mail to the Holders of 2017 B Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding the foregoing, without Without the consent of each affected Holder affectedof 2017 B Notes, an amendment or waiver under this Section 9.02 may not (not, with respect to any 2017 B Notes held by a non-consenting Holder)::

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer and the Trustee may amend or supplement this Indenture, the Guarantees and the Notes may be amended or any of the Security Documents supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof6.07, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes Guarantees or the Security DocumentsNotes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes). Section 2.08 shall determine which Notes are considered to be "outstanding" for purposes of this Section 9.02. Upon the request of the Issuer Company accompanied by a Board Resolution authorizing the execution of any such amended or supplemental Indenture or other such amendmentIndenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section Sections 7.02 hereofand 9.06, the Trustee shall join with the Issuer Company in the execution of such amended or supplemental Indenture or other such amendment unless such amended or supplemental Indenture or other such amendment affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentIndenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Notwithstanding Subject to Sections 6.04 and 6.07, the foregoingHolders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer and the Trustee may amend or supplement this Indenture, the Notes and a Subsidiary Guarantee issued hereunder may be amended or any of the Security Documents supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and, subject to Sections 6.02, 6.04 and 6.07 hereof, any existing default or compliance with any provision of this Indenture, the Notes or the Subsidiary Guarantees may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, for the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Security Documents. Upon the request of the Issuer Company accompanied by a resolutions of the Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentIndenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described an Officers' Certificate and an Opinion of Counsel in compliance with Section 7.02 1.05 hereof, the Trustee shall join with the Issuer Company and any Guarantor in the execution of such amended or supplemental Indenture or other such amendment unless such amended or supplemental Indenture or other such amendment affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentIndenture. It shall not be necessary for the The consent of the Holders is not necessary under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be . It is sufficient if such consent approves the substance thereofof the proposed amendment. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Notwithstanding Subject to Sections 6.04 and 6.07 hereof, the foregoingHolders of a majority in aggregate principal amount of the Notes then outstanding may waive compliance in a particular instance by the Company with any provision of this Indenture, the Notes or the Subsidiary Guarantees, if any. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes Note or Subsidiary Guarantee held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer and the Trustee may amend this Indenture or supplement this Indenture, the Notes of any series may be amended or any of the Security Documents supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the outstanding Notes then outstanding of each series affected (including including, without limitation, consents obtained in connection with a purchase of, or a tender offer or exchange offer for, or purchase of, Notes), ) and, with such consent and subject to Sections 6.04 and 6.07 hereof6.07, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, Indenture or the Notes of any series may be waived, including by way of amendment, with the consent of the Holders of a majority in aggregate principal amount of the outstanding Notes of each series affected (including, without limitation, consents obtained in connection with a purchase of, or the Security Documentsa tender offer or exchange offer for, Notes). Section 2.08 shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02. Upon the request of the Issuer Company accompanied by a resolution of the Board Resolution of Directors of the Company authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of such Notes as aforesaid, and upon receipt by the Trustee of the documents described in an Officers’ Certificate and an Opinion of Counsel pursuant to Section 7.02 hereof9.06, the Trustee shall join with the Issuer Company in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture directly affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer Company shall mail (or otherwise deliver in accordance with applicable Depositary procedures) to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding Subject to Sections 6.04 and 6.07, the foregoingHolders of a majority in aggregate principal amount of the outstanding Notes of each affected series may waive compliance in a particular instance by the Company with any provision of this Indenture or such Notes. However, without the consent of each Holder affected, an amendment amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer and the Trustee may amend or supplement this Indenture, any Guarantee and the Series A Notes or any of the Security Documents with the consent of the Holders of at least a majority in aggregate principal amount of the Series A Notes then outstanding, other than Series A Notes beneficially owned by the Company or any of its Affiliates, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Series A Notes, and any existing Default or Event of Default or compliance with any provision of this Indenture or the Series A Notes issued thereunder may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Series A Notes, other than Series A Notes beneficially owned by the Company or any of its Affiliates (including consents obtained in connection with a purchase of or tender offer or exchange offer for, or purchase of, for such Series A Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Security Documents. Upon the request of the Issuer Company accompanied by a resolution of the Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Series A Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof7.02(b) hereof (to the extent requested by the Trustee), the Trustee shall join with the Issuer and the Guarantors in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture directly affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Holders of Series A Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer shall mail to the Holders of Series A Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding the foregoing, without Without the consent of each affected Holder affectedof Series A Notes, an amendment or waiver under this Section 9.02 may not (not, with respect to any Series A Notes held by a non-consenting Holder)::

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer Company, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture, the Notes or any of the Security Documents Indenture with the consent of the Holders of at least a majority in aggregate principal amount of the outstanding Notes then affected thereby; provided, however, that no such amendment or supplement may, without the consent of the Holder of each outstanding Note affected thereby, (i) reduce the amount of Notes whose Holders must consent to an amendment, supplement or waiver, (ii) reduce the rate of or change the time for payment of interest, including consents obtained in connection with a tender offer default interest, on any Note; (iii) reduce the principal of or exchange offer for, premium on or purchase change the stated maturity of, Notes)any Note; (iv) reduce the premium, andif any, with such consent and subject payable upon redemption of any Note; (v) change the currency or currency unit of payment of principal of, premium (if any) or any interest on any Note; (vi) impair the right to Sections 6.04 and 6.07 hereofinstitute suit for the enforcement of any payment of principal of, may premium (if any) or any interest on, any Note; (vii) waive any existing Default or Event of Default (other than a continuing Default or Event of Default in the payment of the principal of, premium, premium (if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance any interest on, any Note; or (viii) amend, change or modify the obligation of the Company to make and consummate a Change of Control Offer in the event of a Change of Control or modify any provisions or definitions with any provision of this Indenture, the Notes or the Security Documentsrespect thereto. Upon the request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentIndenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by a Responsible Officer of the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuer Company in the execution of such amended or supplemental Indenture or other such amendment unless such amended or supplemental Indenture or other such amendment affects the Trustee's own rights, duties duties, liabilities or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentIndenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or 57 supplemental Indenture or waiver. Notwithstanding Subject to Sections 6.04 and 6.07 hereof, the foregoingHolders of a majority in aggregate principal amount of Notes then outstanding may waive compliance in a particular instance by the Company with any provision of this Indenture with respect to the Notes, except a continuing Default or Event of Default in the payment of the principal of, premium (if any) or interest on, any Note or in respect of a provision that under this Indenture cannot be modified or amended without the consent of the Holder of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):outstanding Note.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer Company and the Trustee may amend or supplement this IndentureIndenture (including Sections 3.09, 4.10 and 4.15 hereof) and the Notes may be amended or any of the Security Documents supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with the purchase of, or a tender offer or exchange offer for, or purchase of, the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including consents obtained in connection with a tender offer or exchange offer for the Security DocumentsNotes). Upon the request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by a Responsible Officer of the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuer Company in the execution of such amended or supplemental Indenture or other such amendment unless such amended or supplemental Indenture or other such amendment affects the Trustee's own rights, duties duties, liabilities or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding Subject to Sections 6.04 and 6.07 hereof, the foregoingHolders of a majority in aggregate principal amount of the Notes then outstanding may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting nonconsenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.029.2, the Issuer Company and the Trustee may amend or supplement this Indenture, Indenture and the Notes may be amended or any of the Security Documents supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and, subject to Sections 6.4 and 6.7 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, for the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Security Documents. Upon the request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 7.2 hereof, the Trustee shall join with the Issuer Company in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 9.2 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Notwithstanding Subject to Sections 6.4 and 6.7 hereof, the foregoingHolders of a majority in aggregate principal amount of the Notes then outstanding may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer Company and the Trustee may amend or supplement this Indenture, Indenture and the Notes may be amended or any of the Security Documents supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, Loan Fees, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this IndentureIndenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes). Section 2.08 hereof shall determine which Notes or the Security Documentsare considered to be "outstanding" for purposes of this Section 9.02. Upon the request of the Issuer Company accompanied by a Board Resolution authorizing the execution of any such amended or supplemental Indenture or other such amendmentIndenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the any applicable documents described in Section 7.02 9.06 hereof, the Trustee shall join with the Issuer Company in the execution of such amended or supplemental Indenture or other such amendment unless such amended or supplemental Indenture or other such amendment directly affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentIndenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Notwithstanding Subject to Sections 6.04 and 6.07 hereof, the foregoingHolders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer Company, the Guarantors and the Trustee may amend or supplement this Indenture, Indenture and the Notes may be amended or any of the Security Documents supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, for the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Security Documents. Upon the request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 9.06 hereof, the Trustee shall join with the Issuer Company and the Guarantors in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Notwithstanding Subject to Sections 6.04 and 6.07 hereof, the foregoingHolders of a majority in principal amount of the Notes then outstanding may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder affected, an amendment amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer Company and the Trustee may amend or supplement this IndentureAgreement (including Section 4.15 hereof), the Note Guarantees and the Notes or any of the Security Documents with the consent of the Required Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, fees and Additional Interest, if any, or interest on the Notes) under, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of of, this IndentureAgreement, the Notes Note Guarantees or the Security DocumentsNotes may be waived with the consent of the Required Holders (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes). Upon the request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 9.06 hereof, the Trustee shall join with the Issuer Company in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture directly affects the Trustee's own rights, duties or immunities under this Indenture Agreement or under any Security Document or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding Subject to Sections 6.04 and 6.07 hereof, the foregoingRequired Holders may waive compliance in a particular instance by the Company with any provision of this Agreement or the Notes. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer Company, the Guarantors and the Trustee may amend or supplement this Indenture, Indenture and the Notes may be amended or any of the Security Documents supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, for the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Security Documents. Upon the request of the Issuer Company accompanied by a Board Resolution authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 9.06 hereof, the Trustee shall join with the Issuer Company and the Guarantors in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Notwithstanding Subject to Sections 6.04 and 6.07 hereof, the foregoingHolders of a majority in principal amount of the Notes then outstanding may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder affected, an amendment amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer and the Trustee may amend this Indenture or supplement this Indenture, the Notes of any series may be amended or any of the Security Documents supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the outstanding Notes then outstanding of each series affected (including including, without limitation, consents obtained in connection with a purchase of, or a tender offer or exchange offer for, or purchase of, Notes), ) and, with such consent and subject to Sections 6.04 and 6.07 hereof6.07, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, Indenture or the Notes of any series may be waived, including by way of amendment, with the consent of the Holders of a majority in aggregate principal amount of the outstanding Notes of each series affected (including, without limitation, consents obtained in connection with a purchase of, or the Security Documentsa tender offer or exchange offer for, Notes). Section 2.08 shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02. Upon the request of the Issuer accompanied by a Board Resolution authorizing the execution of any such amended or supplemental Indenture or other such amendment, Company and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of such Notes as aforesaid, and upon receipt by the Trustee of the documents described in an Officer’s Certificate and an Opinion of Counsel pursuant to Section 7.02 hereof9.06, the Trustee shall join with the Issuer Company in the execution of such any amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer Company shall mail deliver to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail deliver such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding Subject to Sections 6.04 and 6.07, the foregoingHolders of a majority in aggregate principal amount of the outstanding Notes of an affected series of Notes may waive compliance in a particular instance by the Company with any provision of this Indenture or such Notes. However, without the consent of each Holder affected, an amendment amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.029.2, the Issuer Company and the Trustee may amend or supplement this Indenture, Indenture and the Notes may be amended or any of the Security Documents supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, for the Notes), and, with such consent and subject to Sections 6.04 6.4 and 6.07 6.7 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, or premium, if any, or interest on on, the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including consents obtained in connection with a tender offer or exchange offer for the Security DocumentsNotes). Upon the request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentIndenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by a Responsible Officer of the Trustee of the documents described in Section 7.02 9.6 hereof, the Trustee shall join with the Issuer Company in the execution of such amended or supplemental Indenture or other such amendment unless such amended or supplemental Indenture or other such amendment affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentIndenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 9.2 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Notwithstanding Subject to Sections 6.4 and 6.7 hereof, the foregoingHolders of a majority in aggregate principal amount of the Notes then outstanding may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting nonconsenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer Company and the Trustee may amend or supplement this Indenture, Indenture and the Notes may be amended or any of the Security Documents supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes Notes, including Additional Notes, if any, then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than except a continuing Default or Event of Default in the payment of interest or Additional Interest on, or the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this IndentureIndenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the Notes, including Additional Notes, if any, then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes or the Security DocumentsNotes). Upon the request of the Issuer Company accompanied by a Board Resolution of the Board of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentIndenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuer Company in the execution of such amended or supplemental Indenture or other such amendment unless such amended or supplemental Indenture or other such amendment directly affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture Indenture. The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any indenture supplemental hereto. If a record date is fixed, the Holders on such record date, or other their duly designated proxies, and only such amendmentPersons, shall be entitled to consent to such supplemental indenture, whether or not such Holders remain Holders after such record date; provided, that unless such consent shall have become effective by virtue of the requisite percentage having been obtained prior to the date which is 90 days after such record date, any such consent previously given shall automatically and without further action by any Holder be cancelled and of no further effect. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer Company shall mail to the Holders affected thereby to such Holder's address appearing in the Security Register a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Notwithstanding Subject to Sections 6.04 and 6.07 hereof, the foregoingHolders of a majority in aggregate principal amount of the Notes, without including Additional Notes, if any, then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. Without the consent of each Holder affectedHolder, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer and the Trustee may amend or supplement this Indenture, any Guarantee and the Series B Notes or any of the Security Documents with the consent of the Holders of at least a majority in aggregate principal amount of the Series B Notes then outstanding, other than Series B Notes beneficially owned by the Company or any of its Affiliates, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Series B Notes, and any existing Default or Event of Default or compliance with any provision of this Indenture or the Series B Notes issued thereunder may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Series B Notes, other than Series B Notes beneficially owned by the Company or any of its Affiliates (including consents obtained in connection with a purchase of or tender offer or exchange offer for, or purchase of, for such Series B Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Security Documents. Upon the request of the Issuer Company accompanied by a resolution of the Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Series B Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof7.02(b) hereof (to the extent requested by the Trustee), the Trustee shall join with the Issuer and the Guarantors in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture directly affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Holders of Series B Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer shall mail to the Holders of Series B Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding the foregoing, without Without the consent of each affected Holder affectedof Series B Notes, an amendment or waiver under this Section 9.02 may not (not, with respect to any Series B Notes held by a non-consenting Holder)::

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer Company, the Guarantors and the Trustee may amend or supplement this IndentureIndenture (including Section 3.09, 4. 10 and 4.15 hereof), the Notes and the Subsidiary Guarantees may be amended or any of the Security Documents with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, Notes)supplemented, and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this IndentureIndenture or the Notes may be waived, in each case, with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes or the Security DocumentsNotes). Upon the request of the Issuer Company and the Guarantors accompanied by a Board Resolution resolution of their respective Boards of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentIndenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuer Company and the Guarantors in the execution of such amended or supplemental Indenture or other such amendment unless such amended or supplemental Indenture or other such amendment affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentIndenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Notwithstanding Subject to Sections 6.04 and 6.07 hereof, the foregoingHolders of a majority in aggregate principal amount of the Notes then outstanding may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer and the Trustee may amend or supplement this Indenture, any Guarantee and the Notes or any of the Security Documents with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding, other than Notes beneficially owned by the Issuer or any of its Affiliates, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes, and any existing Default or Event of Default or compliance with any provision of this Indenture or the Notes issued thereunder may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes, other than Notes beneficially owned by the Issuer or any of its Affiliates (including consents obtained in connection with a purchase of or tender offer or exchange offer for, or purchase of, for such Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Security Documents. Upon the request of the Issuer accompanied by a resolution of the Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof7.02(b) hereof (to the extent requested by the Trustee), the Trustee shall join with the Issuer and the Guarantors in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture directly affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding the foregoing, without Without the consent of each affected Holder affectedof Notes, an amendment or waiver under this Section 9.02 may not (not, with respect to any Notes held by a non-consenting Holder)::

With Consent of Holders of Notes. Except as provided below in this Section 9.029.02 or as provided in Section 10.13 or Section 12.13 of this Indenture, the Issuer and the Trustee may amend or supplement this Indenture, the Notes and the Subsidiary Guarantees may be amended or any of the Security Documents supplemented with the consent of the Holders of at least a majority in aggregate principal amount at maturity of the Notes then outstanding (including including, without limitation, consents obtained in connection with a purchase of, or a tender offer or exchange offer for, or purchase of, for Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Security DocumentsSubsidiary Guarantees may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of or a tender offer or exchange offer for the Notes). Upon the request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereofan Officers' Certificate and an Opinion of Counsel, the Trustee shall join with the Issuer Company and the Guarantors in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretionmay, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer Company shall mail to the Holders of each Note affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding Subject to Sections 6.04, 6.07, 10.13 and 12.13 hereof, the foregoingHolders of a majority in aggregate principal amount of the Notes then outstanding may amend or waive compliance in a particular instance by the Company or the Guarantors with any provision of this Indenture or the Notes or the Subsidiary Guarantees. However, without the consent of each Holder affected, an amendment amendment, or waiver under this Section 9.02 may not (with respect to any Notes Note held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer and the Trustee may amend or supplement this Indenture, the Notes and the Subsidiary Guarantees issued hereunder may be amended or any of the Security Documents supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including including, without limitation, consents obtained in connection with a purchase of, or a tender offer or exchange offer for, or purchase of, the Notes), and, with such consent and subject to Sections 6.02, 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Security DocumentsSubsidiary Guarantees may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a tender offer or exchange offer for the Notes). Upon the request of the Issuer Company accompanied by a Board Resolution authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereofan Officer's Certificate and an Opinion of Counsel, the Trustee shall join with the Issuer Company and any Subsidiary Guarantor in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture affects the Trustee's own rights, duties or immunities under this Indenture or 66 otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentIndenture. It shall not be necessary for the The consent of the Holders is not necessary under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be . It is sufficient if such consent approves the substance thereofof the proposed amendment. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding Subject to Sections 6.04 and 6.07 hereof, the foregoingHolders of a majority in aggregate principal amount of the Notes then outstanding may waive compliance in a particular instance by the Company with any provision of this Indenture, the Notes or the Subsidiary Guarantees. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes Note or Subsidiary Guarantee held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer Issuer, the Parent Guarantor and the Trustee may amend or supplement this Nineteenth Supplemental Indenture, the Guarantee and the Notes or any of the Security Documents with the consent of the Holders of at least a majority in aggregate principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class (including including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, premium or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Nineteenth Supplemental Indenture, the Notes Guarantee or the Security DocumentsNotes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes). Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. Upon the request of the Issuer accompanied by a Board Resolution resolution of its board of directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuer in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture directly affects the Trustee's ’s own rights, duties or immunities under this Nineteenth Supplemental Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding the foregoing, without Without the consent of each affected Holder affectedof Notes, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer Company, the Guarantors and the Trustee may amend or supplement this Indenture, Indenture and the Notes may be amended or any of the Security Documents supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premiumpremium or Liquidated Damages, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this IndentureIndenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes or the Security DocumentsNotes). Upon the request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentIndenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuer Company and the Guarantors in the execution of such amended or supplemental Indenture or other such amendment unless such amended or supplemental Indenture or other such amendment directly affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentIndenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Notwithstanding the foregoing, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer The Company and the Trustee may amend or supplement this Indenture, the Notes or any of the Security Documents enter into a supplemental indenture with the written consent of the Holders of at least a majority in aggregate principal amount of the outstanding Notes then outstanding of each Series affected by such supplemental indenture (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, Notesfor the Notes of such Series), andfor the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Notes of such Series. Except as otherwise provided herein, the Holders of at least a majority in aggregate principal amount of the outstanding Notes of each Series affected thereby, by notice to the Trustee (including consents obtained in connection with such consent and subject to Sections 6.04 and 6.07 hereof, a tender offer or exchange offer for the Notes of each affected Series) may waive any existing Default or Event of Default (other than a Default or Event of Default in compliance by the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance Company with any provision of this Indenture, Indenture or the Notes of such Series. It shall not be necessary for the consent of the Holders of Notes of any Series under this Section 9.02 to approve the particular form of any proposed supplemental indenture or waiver, but it shall be sufficient if such consent approves the Security Documentssubstance thereof. Upon the request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes of such Series as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall will join with the Issuer Company in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture directly affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall will not be obligated to, enter into such amended or supplemental Indenture or other such amendment. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereofIndenture. After an amendment, supplement a supplemental indenture or waiver under this Section section becomes effective, the Issuer Company shall mail to the Holders of Notes of each Series affected thereby a notice briefly describing the amendment, supplement supplemental indenture or waiver. Any failure of by the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding the foregoingHowever, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (not, with respect to any Notes of such Series held by a non-consenting Holder):Holder of each Series affected thereby:

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer Company, the Guarantors and the Trustee may amend or supplement this Indenture, Indenture and the Notes may be amended or any of the Security Documents supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including consents obtained in connection with a purchase of, tender offer or the Security Documentsexchange offer for Notes). Upon the request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 9.06 hereof, the Trustee shall join with the Issuer Company and the Guarantors in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Notwithstanding Subject to Sections 6.04 and 6.07 hereof, the foregoingHolders of a majority in principal amount of the Notes then outstanding may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder affected, an amendment amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer Company and the Trustee may amend or supplement this Indenture, Indenture and the Notes may be amended or any of the Security Documents supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes Notes, including Additional Notes, if any, then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest or Additional Interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this IndentureIndenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes, including Additional Notes, if any, voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes or the Security DocumentsNotes). Upon the request of the Issuer Company accompanied by a Board Resolution of the Board of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentIndenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuer Company in the execution of such amended or supplemental Indenture or other such amendment unless such amended or supplemental Indenture or other such amendment directly affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture Indenture. The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any indenture supplemental hereto. If a record date is fixed, the Holders on such record date, or other their duly designated proxies, and only such amendmentPersons, shall be entitled to consent to such supplemental indenture, whether or not such Holders remain Holders after such record date; provided, that unless such consent shall have become effective by virtue of the requisite percentage having been obtained prior to the date which is 90 days after such record date, any such consent previously given shall automatically and without further action by any Holder be cancelled and of no further effect. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer Company shall mail to the Holders affected thereby to such Holder’s address appearing in the Security Register a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Notwithstanding Subject to Sections 6.04 and 6.07 hereof, the foregoingHolders of a majority in aggregate principal amount of the Notes, without including Additional Notes, if any, then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. Without the consent of each Holder affectedHolder, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer The Company and the Trustee may amend or supplement this Indenture, the Notes or any of the Security Documents enter into a supplemental indenture with the written consent of the Holders of at least a majority in aggregate principal amount of the outstanding Notes then outstanding of each Series affected by such supplemental indenture (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, Notesfor the Notes of such Series), andfor the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of Notes of each such Series. Except as otherwise provided herein, the Holders of at least a majority in aggregate principal amount of the outstanding Notes of each Series, by notice to the Trustee (including consents obtained in connection with a tender offer or exchange offer for the Notes of such consent and subject to Sections 6.04 and 6.07 hereof, Series) may waive any existing Default or Event of Default (other than a Default or Event of Default in compliance by the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance Company with any provision of this Indenture, Indenture or the Notes with respect to such Series. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed supplemental indenture or waiver, but it shall be sufficient if such consent approves the Security Documentssubstance thereof. Upon the request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 9.06 hereof, the Trustee shall will join with the Issuer Company in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture directly affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall will not be obligated to, enter into such amended or supplemental Indenture or other such amendment. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereofIndenture. After an amendment, supplement a supplemental indenture or waiver under this Section section becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement supplemental indenture or waiver. Any failure of by the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding the foregoingHowever, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (not, with respect to any Notes held by a non-consenting Holder)::

With Consent of Holders of Notes. Except as provided below in Section 9.01, this Section 9.029.02 and Section 12.05 hereof, the Issuer and the Trustee may amend or supplement this Indenture, the Notes or any of Note Guarantees, the First Priority Security Documents and the Notes may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, Indenture and the Notes may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or the Security Documentstender offer or exchange offer for, Notes). Upon the request of the Issuer accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee Trustee, with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding, shall join with the Issuer in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture directly affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding the foregoing, without Without the consent of each affected Holder affectedof Notes, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer The Company and the Trustee may amend or supplement this IndentureIndenture (including Sections 3.09, 3.10, 4.10, 4.19 or 9.07 hereof) and the Notes may be amended or any of the Security Documents supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, for the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including consents obtained in connection with a tender offer or exchange offer for the Security DocumentsNotes). Upon the request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentIndenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 9.06 hereof, the Trustee shall join with the Issuer Company in the execution of such amended or supplemental Indenture or other such amendment unless such amended or supplemental Indenture or other such amendment affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentIndenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Notwithstanding the foregoing, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer Company, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture, the Subsidiary Guarantees and the Notes or any of the Security Documents with the consent of the Holders of at least a majority in aggregate principal amount of the Notes (including Additional Notes, if any) then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes Subsidiary Guarantees or the Security DocumentsNotes may be waived with the consent of the Holders of a majority in principal amount of the Notes (including Additional Notes, if any) then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes). Upon the request of the Issuer Company accompanied by a Board Resolution authorizing the execution of any such amended or supplemental Indenture or other such amendmentIndenture, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 9.06 hereof, the Trustee shall join with the Issuer Company and the Subsidiary Guarantors in the execution of such amended or supplemental Indenture or other such amendment unless such amended or supplemental Indenture or other such amendment affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentIndenture. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture Indenture, Note, Subsidiary Guarantee or waiver. Notwithstanding Subject to Sections 6.04 and 6.07 hereof, the foregoingHolders of a majority in aggregate principal amount of the Notes then outstanding may waive any existing Default or compliance in a particular instance by the Company or any Subsidiary with any provision of this Indenture, the Subsidiary Guarantees or the Notes. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer The Company and the Trustee may amend or supplement this Indenture, the Non-Recourse Pledge Agreement or the Notes or any of the Security Documents with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, for the Notes), and, with such consent and subject to Sections 6.04 6.4 and 6.07 6.7 hereof, may waive any existing Default or Event of Default (other than a Default or an Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes Non-Recourse Pledge Agreement or the Security DocumentsNotes, may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including consents obtained in connection with a tender offer or exchange offer for the Notes). Upon the request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentIndenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 9.6 hereof, the Trustee shall join with the Issuer Company in the execution of such amended or supplemental Indenture or other such amendment unless such amended or supplemental Indenture or other such amendment affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentIndenture. It shall not be necessary for the consent of the Holders under this Section 9.02 9.2 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.2 becomes effective, the Issuer Company shall mail to the Holders affected thereby of the Notes a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Notwithstanding Subject to Sec- tions 6.4 and 6.7 hereof, the foregoingHolders of a majority in aggregate principal amount of the Notes then outstanding may waive compliance in a particular instance by the Company or the Hypothecator, as the case may be, with any provision of this Indenture, the Non- Recourse Pledge Agreement or the Notes. Anything herein to the contrary notwithstanding, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer Company and the Trustee may amend or supplement this Indenture, Indenture and the Notes may be amended or any of the Security Documents supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or compliance with any provision of this Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, for the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Security Documents. Upon the request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuer Company in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Notwithstanding Subject to Sections 6.04 and 6.07 hereof, the foregoingHolders of a majority in aggregate principal amount of the Notes then outstanding may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer Company and the Trustee may amend or supplement this IndentureIndenture (including Section 3.09, 4.10 and 4.15 hereof) and the Notes may be amended or any of the Security Documents supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this IndentureIndenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes or the Security DocumentsNotes). Upon the request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentIndenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuer Company in the execution of such amended or supplemental Indenture or other such amendment unless such amended or supplemental Indenture or other such amendment directly affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentIndenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Notwithstanding the foregoing, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):or

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer Company and the Trustee may 70 amend or supplement this IndentureIndenture (including Section 3.09, 4.10 and 4.15 hereof) and the Notes may be amended or any of the Security Documents supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, for the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including consents obtained in connection with a tender offer or exchange offer for the Security DocumentsNotes). Upon the request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentIndenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuer Company in the execution of such amended or supplemental Indenture or other such amendment unless such amended or supplemental Indenture or other such amendment affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture Indenture. The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any indenture supplemental hereto. If a record date is fixed, the Holders on such record date, or other their duly designated proxies, and only such amendmentPersons, shall be entitled to consent to such supplemental indenture, whether or not such Holders remain Holders after such record date; provided, that unless such consent shall have become effective by virtue of the requisite percentage having been obtained prior to the date which is 180 days after such record date, any such consent previously given shall automatically and without further action by any Holder be canceled and of no further effect. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Notwithstanding Subject to Sections 6.04 and 6.07 hereof, the foregoingHolders of a majority in aggregate principal amount of the Notes then outstanding may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.029.02 or as provided in Section 10.13 or Section 12.13 of this Indenture, the Issuer and the Trustee may amend or supplement this Indenture, the Notes and the Subsidiary Guarantees may be amended or any of the Security Documents supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including including, without limitation, consents obtained in connection with a purchase of, or a tender offer or exchange offer for, or purchase of, Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Security DocumentsSubsidiary Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or a tender offer or exchange offer for, the Notes). Upon the request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereofan Officers' Certificate and an Opinion of Counsel, the Trustee shall join with the Issuer Company and the Guarantors in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretionmay, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer Company shall mail to the Holders of each Note affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding Subject to Sections 6.04, 6.07, 10.13 and 12.13 hereof, the foregoingHolders of a majority in aggregate principal amount of the Notes then outstanding may amend or waive compliance in a particular instance by the Company or the Guarantors with any provision of this Indenture or the Notes or the Subsidiary Guarantees. However, without the consent of each Holder affected, an amendment amendment, or waiver under this Section 9.02 may not (with respect to any Notes Note held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer and the Trustee may amend this Supplemental Indenture or supplement this Indenture, the Notes may be amended or any of the Security Documents supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes (including including, without limitation, consents obtained in connection with a purchase of, or a tender offer or exchange offer for, or purchase of, Notes), ) and, with such consent and subject to Sections 6.04 and 6.07 hereofof the Base Indenture, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, Indenture or the Notes may be waived, including by way of amendment, with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or the Security Documentsa tender offer or exchange offer for, Notes). Section 2.08 shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02. Upon the request of the Issuer accompanied by a Board Resolution authorizing the execution of any such amended or supplemental Indenture or other such amendment, Company and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of such Notes as aforesaid, and upon receipt by the Trustee of the documents described in an Officers’ Certificate and an Opinion of Counsel pursuant to Section 7.02 hereof9.06, the Trustee shall join with the Issuer Company in the execution of such any amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer Company shall mail send to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding Subject to Sections 6.04 and 6.07 of the foregoingBase Indenture, the Holders of a majority in aggregate principal amount of the outstanding Notes may waive compliance in a particular instance by the Company with any provision of this Indenture or such Notes. However, without the consent of each Holder affected, an amendment amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer and the Trustee may amend or supplement this Supplemental Indenture, the Indenture or the Notes of any series may be amended or any of the Security Documents supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the outstanding Notes then outstanding of each series affected (including including, without limitation, consents obtained in connection with a purchase of, or a tender offer or exchange offer for, or purchase of, Notes), ) and, with such consent and subject to Sections 6.04 and 6.07 hereof6.07, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, Indenture or the Notes of any series may be waived, including by way of amendment, with the consent of the Holders of a majority in aggregate principal amount of the outstanding Notes of each series affected (including, without limitation, consents obtained in connection with a purchase of, or the Security Documentsa tender offer or exchange offer for, Notes). Section 2.08 shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02. 50 CH\1921617.11 Upon the request of the Issuer accompanied by a Board Resolution authorizing the execution of any such amended or supplemental Indenture or other such amendment, Company and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of such Notes as aforesaid, and upon receipt by the Trustee of the documents described in an Officers’ Certificate and an Opinion of Counsel pursuant to Section 7.02 hereof9.06, the Trustee shall join with the Issuer Company in the execution of such any amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer Company shall mail send to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding Subject to Sections 6.04 and 6.07, the foregoingHolders of a majority in aggregate principal amount of the outstanding Notes of each affected series may waive compliance in a particular instance by the Company with any provision of this Indenture or such Notes. However, without the consent of each Holder affected, an amendment amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, subject to the Issuer terms of the Intercreditor Agreement, the Issuers and the Trustee or Collateral Agent, as applicable, may amend or supplement this Indenture, the Notes or any of the Security Indenture Documents with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenturethe Indenture Documents may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes). Sections 2.08 and 2.09 hereof shall determine which Notes or are considered to be “outstanding” for the Security Documentspurposes of this Section 9.02. Upon the request of the Issuer Issuers accompanied by a resolutions of the respective Board Resolution of Directors of each Issuer authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 9.06 hereof, the Trustee shall join with the Issuer Issuers and the Guarantors in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture directly affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall will not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement supplement, waiver or waiverconsent, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement supplement, waiver or waiver consent under this Section 9.02 becomes effective, the Issuer Issuers shall (or cause the Trustee, at the expense of and at the request of the Issuers, to) mail to the Holders of the Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Issuers to mail such notice, or any defect therein, shall will not, however, in any way impair or affect the validity of any such amended amendment, supplement, waiver or supplemental Indenture or waiverconsent. Notwithstanding the foregoing, without Without the consent of each Holder affectedof Notes affected thereby, an amendment amendment, supplement, waiver or waiver consent under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer Company and the Trustee may amend or supplement this Indenture, Indenture and the Notes may be amended or any of the Security Documents supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes Notes, including Additional Notes, if any, then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest or Additional Interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this IndentureIndenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes, including Additional Notes, if any, voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes or the Security DocumentsNotes). Upon the request of the Issuer Company accompanied by a Board Resolution of the Board of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentIndenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuer Company in the execution of such amended or supplemental Indenture or other such amendment unless such amended or supplemental Indenture or other such amendment directly affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture Indenture. The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any indenture supplemental hereto. If a record date is fixed, the Holders on such record date, or other their duly designated proxies, and only such amendmentPersons, shall be entitled to consent to such supplemental Indenture, whether or not such Holders remain Holders after such record date; provided, that unless such consent shall have become effective by virtue of the requisite percentage having been obtained prior to the date which is 90 days after such record date, any such consent previously given shall automatically and without further action by any Holder be cancelled and of no further effect. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer Company shall mail to the Holders affected thereby to such Holder’s address appearing in the Security Register a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Notwithstanding Subject to Sections 6.04 and 6.07 hereof, the foregoingHolders of a majority in aggregate principal amount of the Notes, without including Additional Notes, if any, then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. Without the consent of each Holder affectedHolder, an amendment amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer The Company and the Trustee may amend or supplement this Indenture, Indenture or the Notes or any of the Security Documents with the written consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, for the Notes), and, with such consent ) and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment including, without limitation, an acceleration of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, Indenture or the Notes may be waived with the written consent of the Holders of at least a majority in principal amount of the then outstanding Notes (including consents obtained in connection with a tender offer or exchange offer for the Security DocumentsNotes). Upon the written request of the Issuer Company, accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 9.06 hereof, the Trustee shall join with the Issuer Company in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendmenta supplement, supplement amendment or waiver under this Section becomes effective, the Issuer Company shall mail to the Holders of each Note affected thereby a notice briefly describing the amendmentsupplement, supplement amendment or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture, amendment or waiver. Notwithstanding Subject to Sections 6.04(a) and 6.07 hereof, the foregoingHolders of a majority in principal amount of the Notes then outstanding may waive compli- ance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder affected, an a supplement, amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer and the Trustee may amend or supplement this Indenture, any Guarantee and the Notes or any of the Security Documents with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding, other than Notes beneficially owned by the Company or any of its Affiliates, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes, and any existing Default or Event of Default or compliance with any provision of this Indenture or the Notes issued thereunder may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes, other than Notes beneficially owned by the Company or any of its Affiliates (including consents obtained in connection with a purchase of or tender offer or exchange offer for, or purchase of, for such Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Security Documents. Upon the request of the Issuer Company accompanied by a resolution of the Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof7.02(b) hereof (to the extent requested by the Trustee), the Trustee shall join with the Issuer and the Guarantors in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture directly affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding the foregoing, without Without the consent of each affected Holder affectedof Notes, an amendment or waiver under this Section 9.02 may not (not, with respect to any Notes held by a non-consenting Holder)::

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer Company and the Trustee may amend or supplement this Indenture, the Note Guarantees and the Notes or any of the Security Documents with the consent of the Holders of at least a majority in aggregate principal amount of the Notes (including, without limitation, Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture, the Note Guarantees or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Security Documents. Upon the request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall will join with the Issuer Company in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture directly affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall will not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall is not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer shall Company will mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall will not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding Subject to Sections 6.04 and 6.07 hereof, the foregoingHolders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder affected, an amendment amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer Company, the Guarantors and the Trustee may amend or supplement this Indenture, Indenture or the Notes or any of the Security Documents with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, for the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, Indenture or the Notes may be waived with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes (including consents obtained in connection with a tender offer or exchange offer for the Security DocumentsNotes). Upon the request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentIndenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 9.06 hereof, the Trustee shall join with the Issuer Company and the Guarantors in the execution of such amended or supplemental Indenture or other such amendment unless such amended or supplemental Indenture or other such amendment affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentIndenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Notwithstanding Subject to Sections 6.04 and 6.07 hereof, the foregoingHolders of a majority in aggregate principal amount of the Notes then outstanding may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.029.2, the Issuer Company and the Trustee may amend or supplement this Indenture, Indenture and the Notes may be amended or any of the Security Documents supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, for the Notes), and, with such consent and subject to Sections 6.04 6.4 and 6.07 6.7 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, or premium, if any, or interest on on, the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including consents obtained in connection with a tender offer or exchange offer for the Security DocumentsNotes). Upon the request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentIndenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by a Responsible Officer of the Trustee of the documents described in Section 7.02 9.6 hereof, the Trustee shall join with the Issuer Company in the execution of such amended or supplemental Indenture or other such amendment unless such amended or supplemental Indenture or other such amendment affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentIndenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 9.2 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Notwithstanding Subject to Sections 6.4 and 6.7 hereof, the foregoingHolders of a majority in aggregate principal amount of the Notes then outstanding may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting nonconsenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer and the Trustee may amend or supplement this Indenture, the Notes Guarantees and the Notes of any series may be amended or any of the Security Documents supplemented as it relates to such series with the written consent of the Holders of at least a majority in aggregate principal amount of the Notes of such series then outstanding (including consents obtained in connection with voting as a tender offer or exchange offer for, or purchase of, Notes)single class, and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the NotesNotes of such series, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes Note Guarantees or the Security DocumentsNotes of such series may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes of such series voting as a single class. Upon the request of the Issuer accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentIndenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 9.05 hereof, the Trustee shall join with the Issuer in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment directly affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer shall mail to the Holders of Notes of any series affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding Subject to Sections 6.04 and 6.07 hereof, the foregoingHolders of a majority in aggregate principal amount of the Notes then outstanding of a series voting as a single class may waive compliance in a particular instance by the Issuer with any provision of this Indenture or the Notes with respect to such series. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes of such series held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer Company and the Trustee may amend or supplement this Indenture, Indenture and the Notes may be amended or any of the Security Documents supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding voting as a single class (including including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this IndentureIndenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes). Section 2.08 hereof shall determine which Notes or the Security Documentsare considered to be "outstanding" for purposes of this Section 9.02. Upon the request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentIndenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuer Company in the execution of such amended or supplemental Indenture or other such amendment unless such amended or supplemental Indenture or other such amendment directly affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentIndenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Notwithstanding Subject to Sections 6.04 and 6.07 hereof, the foregoingHolders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer Issuer, any Guarantor, the Trustee and the Trustee Notes Collateral Agent may amend or supplement this Indenture, the Intercreditor Agreement (if then in effect), any Junior Lien Intercreditor Agreement (if then in effect), the Notes or Security Documents, any of Guarantee and the Security Documents Notes with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a tender offer other than Notes beneficially owned by the Issuer or exchange offer for, or purchase of, Notes)its Affiliates, and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of continuing Default in the payment of the principal ofinterest on, premium, if any, or interest on the Notesprincipal of, any Note, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Intercreditor Agreement, any Junior Lien Intercreditor Agreement (if then in effect), the Notes Security Documents or the Security Documents. Upon the request of the Issuer accompanied by a Board Resolution authorizing the execution of any such amended or supplemental Indenture or other such amendment, and upon the filing Notes issued hereunder may be waived with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaidof a majority in principal amount of the then outstanding Notes, and upon receipt other than Notes beneficially owned by the Trustee of the documents described in Section 7.02 hereof, the Trustee Issuer or its Affiliates. Sections 2.08 and 2.09 hereof shall join with the Issuer in the execution of such amended or supplemental Indenture or other such amendment unless such amended or supplemental Indenture or other such amendment affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in determine which case the Trustee may in its discretion, but shall not Notes are considered to be obligated to, enter into such amended or supplemental Indenture or other such amendment. It shall not be necessary “outstanding” for the purposes of this Section 9.02. The consent of the Holders of Notes under this Section 9.02 is not necessary under this Indenture to approve the particular form of any proposed amendment, supplement or waiver, but it shall be . It is sufficient if such consent approves the substance thereofof the proposed amendment. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer shall deliver electronically or mail to the Holders of the Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture amendment, supplement or waiver. Notwithstanding the foregoing, without Without the consent of each affected Holder affectedof Notes, an amendment or waiver under this Section 9.02 may not (not, with respect to any Notes held by a non-consenting Holder)::

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the The Issuer and the Trustee may amend or supplement this Indenture, the Notes Notes, or any of the Security Documents amended or supplemental Indenture with the written consent of the Required Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, for the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) and its consequences or compliance with any provision of this Indenture, Indenture or the Notes may be waived with the consent of the Required Holders (including consents obtained in connection with a tender offer or exchange offer for the Security DocumentsNotes). Upon the request of the Issuer accompanied by a resolution the Board Resolution of Trustees of the Issuer authorizing the execution of any such amended or supplemental Indenture or other such amendmentIndenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Required Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 9.06 hereof, the Trustee shall join with the Issuer in the execution of such amended or supplemental Indenture or other such amendment unless such amended or supplemental Indenture or other such amendment affects the Trustee's own rights, duties or immunities under this Indenture Indenture, or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendment. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereofIndenture. After an amendment, supplement or waiver under this Section becomes effective, the Issuer shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Notwithstanding Subject to Sections 6.04 and 6.07 hereof, the foregoingRequired Holders may waive compliance in a particular instance by the Issuer with any provision of this Indenture or the Notes. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holdernonconsenting Holder of Notes):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer Issuer, the Parent Guarantor and the Trustee may amend or supplement this Eleventh Supplemental Indenture, the Guarantee and the Notes or any of the Security Documents with the consent of the Holders of at least a majority in aggregate principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class (including including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, premium or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Eleventh Supplemental Indenture, the Notes Guarantee or the Security DocumentsNotes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes). Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. Upon the request of the Issuer accompanied by a Board Resolution resolution of its board of directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuer in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture directly affects the Trustee's ’s own rights, duties or immunities under this Eleventh Supplemental Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding the foregoing, without Without the consent of each affected Holder affectedof Notes, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer Issuers and the Trustee may amend or supplement this Indenturethe Indenture (including Sections 3.09, 4.06 and 4.07 hereof), the Notes or any of and the Security other Note Documents with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and, subject to Section 6.04 and Section 6.07 hereof, any existing Default or Event of Default or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, for the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Security Documents. Upon the request of the Issuer Issuers accompanied by a resolution of the Board Resolution of Directors of the Company authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 9.06 hereof, the Trustee shall join with the Issuer Issuers in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture affects the Trustee's ’s own rights, duties or immunities under this the Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer Issuers shall mail send to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Issuers to mail send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Subject to Section 6.04 and Section 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding may waive future compliance in a particular instance by the Issuers with any provision of the Indenture or the Notes. Notwithstanding other provisions of this Section 9.02, unless consented to by the foregoingHolders of at least 66.67% of the aggregate principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a tender offer or exchange offer for the Notes), an amendment, supplement or waiver under this Section 9.02 may not release the Liens for the benefit of the Holders of the Notes on all or substantially all of the Collateral, other than in accordance with the Note Documents. Notwithstanding other provisions of this Section 9.02, without the consent of each Holder affected, an amendment amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer Company, the Guarantors and the Trustee may amend or supplement this Indenture, Indenture and the Notes may be amended or any of the Security Documents supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, for the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Security Documents. Upon the request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 9.06 hereof, the Trustee shall join with the Issuer Company and the Guarantors in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Notwithstanding Subject to Sections 6.04 and 6.07 hereof, the foregoingHolders of a majority in principal amount of the Notes then outstanding may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder affected, an amendment amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer The Company and the Trustee may amend or supplement this Indenture, the Notes or any of the Security Documents enter into a supplemental indenture with the written consent of the Holders of at least a majority in aggregate principal amount of the outstanding Notes then outstanding of each Series affected by such supplemental indenture (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, Notesfor the Notes of such Series), andfor the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of Notes of each such Series. Except as otherwise provided herein, the Holders of at least a majority in aggregate principal amount of the outstanding Notes of each Series, by notice to the Trustee (including consents obtained in connection with a tender offer or exchange offer for the Notes of such consent and subject to Sections 6.04 and 6.07 hereof, Series) may waive any existing Default or Event of Default (other than a Default or Event of Default in compliance by the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance Company with any provision of this Indenture, Indenture or the Notes with respect to such Series. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed supplemental indenture or waiver, but it shall be sufficient if such consent approves the Security Documentssubstance thereof. Upon the request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall will join with the Issuer Company in the 37 execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall will not be obligated to, enter into such amended or supplemental Indenture or other such amendment. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereofIndenture. After an amendment, supplement a supplemental indenture or waiver under this Section section becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement supplemental indenture or waiver. Any failure of by the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding the foregoingHowever, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (not, with respect to any Notes held by a non-consenting Holder)::

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer Company and the Trustee may amend or supplement this IndentureIndenture (including Sections 4.15 and 4.16 hereof), the Notes or any of the Security Documents Subsidiary Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, for the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including consents obtained in connection with a tender offer or exchange offer for the Security DocumentsNotes). Upon the request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentIndenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuer Company in the execution of such amended or supplemental Indenture or other such amendment unless such amended or supplemental Indenture or other such amendment affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentIndenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Notwithstanding Subject to Sections 6.04 and 6.07 hereof, the foregoingHolders of a majority in aggregate principal amount of the Notes then outstanding may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in (i) the fourth and fifth paragraphs of this Section 9.029.02 and (ii) Sections 8.02, the Issuer 8.03 and the Trustee may amend or supplement this Indenture8.04 hereof, the Notes or any of the Security Documents in connection with clause (b) below, with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Outstanding (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, for Notes), andthis Indenture, with such consent the Notes or the Guarantees may be amended or supplemented, and subject to Sections 6.02, 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Security DocumentsGuarantees may be waived. Upon receipt by the request Trustee of the Issuer a Company Request accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendment, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaidIndenture, and upon receipt by the Trustee of the documents described in Section 7.02 9.06 hereof, the Trustee shall join with the Issuer Company and the Guarantors in the execution of such amended or supplemental Indenture authorized or other such amendment unless such amended or supplemental Indenture or other such amendment affects permitted by the Trustee's own rights, duties or immunities under terms of this Indenture or otherwiseand to make any further appropriate agreements and stipulations that may be therein continued, in which case but the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture that affects its own rights, duties or other such amendmentimmunities under this Indenture or otherwise. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer Company shall mail to the Holders of each Note affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Notwithstanding Subject to Sections 6.02, 6.04 and 6.07 hereof, the foregoingHolders of a majority in aggregate principal amount of the Notes then Outstanding may waive compliance in a particular instance by the Company or the Guarantors with any provision of this Indenture, the Notes or the Guarantees. However, without the consent of each Holder affected, an amendment amendment, or waiver under this Section 9.02 may not (with respect to any Notes Note or Guarantee held by a non-consenting nonconsenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer Issuers and the Trustee may amend or supplement this IndentureIndenture (including Section 3.09, 4.10 and 4.14 hereof) and the Notes or any of the Security Documents with the consent of the Holders of at least a majority in aggregate principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, with such consent and subject . Section 2.08 hereof shall determine which Notes are considered to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision be "outstanding" for purposes of this Indenture, the Notes or the Security DocumentsSection 9.02. Upon the request of the Issuer Issuers accompanied by a resolution of the Board Resolution of Directors of Parent authorizing the execution of any such amended or supplemental Indenture or other such amendmentIndenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof7.02(b) hereof stating that any such amended or supplemental Indenture complies with this Section 9.02, the Trustee shall join with the Issuer Issuers in the execution of such amended or supplemental Indenture or other such amendment unless such amended or supplemental Indenture or other such amendment directly affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentIndenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer Issuers shall mail (or shall cause the Trustee to mail) to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Issuers to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Notwithstanding Subject to Sections 6.04 and 6.07 hereof, the foregoingHolders of a majority in aggregate principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class may waive compliance in a particular instance by the Issuers with any provision of this Indenture or the Notes. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer Company and the Trustee may amend or supplement this IndentureIndenture (including, without limitation, Section 3.10, 4.10 and 4.15 hereof), the Subsidiary Guarantees, the Notes or any of the Security Documents with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding voting as a single class (including, without limitation, consents obtained in connection with a purchase of or a tender offer or exchange offer for the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or compliance with any provision of this Indenture, the Notes or the Security Documents may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, with such consent and subject . Section 2.08 hereof shall determine which Notes are considered to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision be “outstanding” for purposes of this Indenture, the Notes or the Security DocumentsSection 9.02. Upon the request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendment, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall will join with the Issuer Company in the execution of such amended or supplemental Indenture or other such amendment unless such amended or supplemental Indenture or other such amendment directly affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall will not be obligated to, enter into such amended or supplemental Indenture or other such amendment. It shall is not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer shall Company will mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall will not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Notwithstanding Subject to Sections 6.04 and 6.07 hereof, the foregoingHolders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture, the Notes or the Security Documents. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer and the Trustee may amend or supplement this Indenture, the Subsidiary Guarantees and the Notes may be amended or any of the Security Documents supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with voting as a tender offer or exchange offer for, or purchase of, Notes)single class, and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes Subsidiary Guarantees or the Security DocumentsNotes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes voting as a single class. Upon the request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuer Company in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture directly affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding Subject to Sections 6.04 and 6.07 hereof, the foregoingHolders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer Company and the Trustee may amend or supplement this IndentureIndenture (including Sections 4.07, 4.12 and 4.15 hereof) and the Notes may be amended or any of the Security Documents supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, for the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including consents obtained in connection with a tender offer or exchange offer for the Security DocumentsNotes). Upon the request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentIndenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuer Company in the execution of such amended or supplemental Indenture or other such amendment unless such amended or supplemental Indenture or other such amendment affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentIndenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Notwithstanding Subject to Sections 6.04 and 6.07 hereof, the foregoingHolders of a majority in aggregate principal amount of the Notes then outstanding may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, Section 11.13 or Section 13.13, the Issuer and the Trustee may amend or supplement this Indenture, Indenture and the Notes may be amended or any of the Security Documents supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes including Additional Notes, if any, then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this IndentureIndenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes[, including Additional Notes, if any,] voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes or the Security DocumentsNotes). Upon the request of the Issuer accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentIndenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuer in the execution of such amended or supplemental Indenture or other such amendment unless such amended or supplemental Indenture or other such amendment directly affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentIndenture. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Notwithstanding Subject to Sections 6.04 and 6.07 hereof, the foregoingHolders of a majority in aggregate principal amount of the Notes, including Additional Notes, if any, then outstanding voting as a single class may waive compliance in a particular instance by the Issuer with any provision of this Indenture or the Notes. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer and the Trustee may amend or supplement this Indenture, the Notes or any of and the Security Documents Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof6.07, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, premium or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes Guarantees or the Security DocumentsNotes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes). Section 2.08 and Section 2.09 shall determine the Notes that are considered to be “outstanding” for the purposes of this Section 9.02. Upon the written request of the Issuer accompanied by a Board Resolution resolutions of its board of directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof7.02, the Trustee shall join with the Issuer in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture directly affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretionmay, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer shall mail to the Holders of the Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding the foregoing, without Without the consent of each affected Holder affectedof Notes, an amendment or waiver under this Section 9.02 may not (not, with respect to any Notes held by a non-consenting Holder)::

With Consent of Holders of Notes. Except as provided above in Section 9.01 and below in this Section 9.02, the Issuer Issuers, the Guarantors and the Trustee may amend or supplement this Indenture, Indenture and the Notes may be amended or any of the Security Documents supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or any other agreement or documents delivered to the Security DocumentsTrustee pursuant to the terms of this Indenture, may be waived with the consent of the Holders of a majority in principal amount of the Notes outstanding (including consents obtained in connection with a purchase of, tender offer or exchange offer for Notes). Upon the request of the Issuer Issuers accompanied by a Board Resolution Resolutions authorizing the their execution of any such amended or supplemental Indenture or other such amendmentindenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 9.06 hereof, the Trustee shall join with the Issuer Issuers and the Guarantors in the execution of such amended or supplemental Indenture or other such amendment indenture, unless such amended or supplemental Indenture or other such amendment indenture affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Notwithstanding Subject to Sections 6.04 and 6.07 hereof and to the foregoinglast paragraph of this Section 9.02, the Holders of a majority in principal amount of the Notes then outstanding may waive compliance in a particular instance by the Issuers with any provision of this Indenture or the Notes. However, without the consent of each Holder affected, an amendment amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer and the Trustee may amend or supplement this IndentureIndenture (including Section 3.09, 4.10 and 4.15 hereof), the Notes or any of and the Security Documents Pledge Agreement with the consent of the Holders of at least a majority in aggregate principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Security DocumentsPledge Agreement may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes). Section 2.08 hereof shall determine which Notes are considered to be "outstanding" for purposes of this Section 9.02. Upon the request of the Issuer accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture indenture or other such amendmentamendment to the Pledge Agreement, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuer in the execution of such amended or supplemental Indenture indenture or other such amendment to the Pledge Agreement unless such amended or supplemental Indenture indenture or other such amendment to the Pledge Agreement directly affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture indenture or other such amendmentamendment to the Pledge Agreement. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture, amendment to the Pledge Agreement or waiver. Notwithstanding Subject to Sections 6.04 and 6.07 hereof, the foregoingHolders of a majority in aggregate principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class may waive compliance in a particular instance by the Issuer with any provision of this Indenture, the Notes or amendment to the Pledge Agreement. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer The Company and the Trustee may amend or supplement this Indenture, Indenture or the Notes or any of the Security Documents amended or supplemental Indenture with the written consent of the Holders of at least Notes of not less than a majority in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, for the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) and its consequences or compliance with any provision of this Indenture, Indenture or the Notes may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including consents obtained in connection with a tender offer or exchange offer for the Security DocumentsNotes). Upon the request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentIndenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 9.06 hereof, the Trustee shall join with the Issuer Company in the execution of such amended or supplemental Indenture or other such amendment unless such amended or supplemental Indenture or other such amendment affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its sole discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentIndenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Notwithstanding Subject to Sections 6.04 and 6.07 hereof, the foregoingHolders of a majority in aggregate principal amount of the Notes then outstanding may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting HolderHolder of Notes):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer Issuer, the Parent Guarantor and the Trustee may amend or supplement this Fortieth Supplemental Indenture, the Guarantee and the Notes or any of the Security Documents with the consent of the Holders of at least a majority in aggregate principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class (including including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, premium or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Fortieth Supplemental Indenture, the Notes Guarantee or the Security DocumentsNotes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes). Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. Upon the request of the Issuer accompanied by a Board Resolution resolution of its board of directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuer in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture directly affects the Trustee's ’s own rights, duties or immunities under this Fortieth Supplemental Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding the foregoing, without Without the consent of each affected Holder affectedof Notes, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer Company, the Guarantors and the Trustee may amend or supplement this Indenture, Indenture or the Notes or any of the Security Documents with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, for the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including consents obtained in connection with a tender offer or exchange offer for the Security DocumentsNotes). Upon the request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentIndenture, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuer Company and the Guarantors in the execution of such amended or supplemental Indenture or other such amendment unless such amended or supplemental Indenture or other such amendment affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentIndenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Notwithstanding Subject to Sections 6.04 and 6.07 hereof, the foregoingHolders of a majority in aggregate principal amount of the Notes then outstanding may waive compliance in a particular instance by the Company or any Guarantor with any provision of this Indenture, the Note or the Subsidiary Guarantees. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer The Company and the Trustee may amend or supplement this Indenture, the Notes or any of the Security Documents enter into a supplemental indenture with the written consent of the Holders of at least a majority in aggregate principal amount of the outstanding Notes then outstanding of each Series affected by such supplemental indenture (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, Notesfor the Notes of such Series), andfor the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of Notes of each such Series. Except as otherwise provided herein, the Holders of at least a majority in aggregate principal amount of the outstanding Notes of each Series, by notice to the Trustee (including consents obtained in connection with a tender offer or exchange offer for the Notes of such consent and subject to Sections 6.04 and 6.07 hereof, Series) may waive any existing Default or Event of Default (other than a Default or Event of Default in compliance by the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance Company with any provision of this Indenture, Indenture or the Notes with respect to such Series. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed supplemental indenture or waiver, but it shall be sufficient if such consent approves the Security Documentssubstance thereof. Upon the request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall will join with the Issuer Company in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture directly affects the Trustee's ’s own rights, duties duties, privileges, indemnities, or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall will not be obligated to, enter into such amended or supplemental Indenture or other such amendment. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereofIndenture. After an amendment, supplement a supplemental indenture or waiver under this Section section becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement supplemental indenture or waiver. Any failure of by the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding the foregoingHowever, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (not, with respect to any Notes held by a non-consenting Holder)::

With Consent of Holders of Notes. Except as provided below in this Section 9.0211.02, the Issuer Company and the Trustee may amend or supplement this Indenture, Indenture and the Notes or any of the Security Documents with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, with such consent and subject to Sections 6.04 8.04 and 6.07 8.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default Default resulting from an acceleration that has been rescinded) or compliance with any provision of this IndentureIndenture or the Notes may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes). Sections 2.08 and 2.09 hereof shall determine which Notes or the Security Documentsare considered to be "outstanding" for purposes of this Section 11.02. Upon the request of the Issuer Company accompanied by a resolution of its Board Resolution of Trustees authorizing the execution of any such amended or supplemental Indenture or other such amendmentIndenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 9.02 hereof, the Trustee shall join with the Issuer Company in the execution of such amended or supplemental Indenture or other such amendment unless such amended or supplemental Indenture or other such amendment directly affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentIndenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 11.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Notwithstanding Subject to Sections 8.04 and 8.07 hereof, the foregoingHolders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 11.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer and the Trustee may amend or supplement this Indenture, the Notes or any of the Security Documents Note Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer foroffer, or purchase of, for Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Security DocumentsNote Guarantees may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including consents obtained in connection with or a tender offer or exchange offer for the Notes). Upon the request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 9.06 hereof, the Trustee shall join with the Issuer Company and the Subsidiary Guarantors in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretionmay, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer Company shall mail to the Holders of each Note affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding Subject to Sections 6.02, 6.04 and 6.07, hereof, the foregoingHolders of a majority in aggregate principal amount of the Notes then outstanding may amend or waive compliance in a particular instance by the Company or the Subsidiary Guarantors with any provision of this Indenture, the Notes or the Note Guarantees. However, without the consent of each Holder affected, an amendment amendment, or waiver under this Section 9.02 may not (with respect to any Notes Note held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.029.02 or as provided in Section 10.13 or Section 12.13 of this Indenture, the Issuer and the Trustee may amend or supplement this Indenture, the Notes and the Subsidiary Guarantees may be amended or any of the Security Documents supplemented with the consent of the Holders of at least a majority in aggregate principal amount at maturity of the Notes then outstanding (including including, without limitation, consents obtained in connection with a purchase of, or a tender offer or exchange offer for, or purchase of, for Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Security DocumentsSubsidiary Guarantees may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of or a tender offer or exchange offer for the Notes). 63 Upon the request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereofan Officers' Certificate and an Opinion of Counsel, the Trustee shall join with the Issuer Company and the Guarantors in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretionmay, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer Company shall mail to the Holders of each Note affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding Subject to Sections 6.04, 6.07, 10.13 and 12.13 hereof, the foregoingHolders of a majority in aggregate principal amount of the Notes then outstanding may amend or waive compliance in a particular instance by the Company or the Guarantors with any provision of this Indenture or the Notes or the Subsidiary Guarantees. However, without the consent of each Holder affected, an amendment amendment, or waiver under this Section 9.02 may not (with respect to any Notes Note held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer Company and the Trustee may amend or supplement this Indenture, Indenture and the Notes may be amended or any of the Security Documents supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or compliance with any provision of this Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, for the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Security Documents. Upon the request of the Issuer Company accompanied by a resolution of the Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuer Company in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Notwithstanding Subject to Sections 6.04 and 6.07 hereof, the foregoingHolders of a majority in aggregate principal amount of the Notes then outstanding may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer and the Trustee may amend or supplement this Indenture, the Notes Notes, the Note Guarantees or any of other agreements or instruments entered into by the Security Documents Issuer in connection with this Indenture with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture, the Note Guarantees or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, with such consent . Section 2.08 hereof and subject Section 2.09 hereof shall determine which Notes are considered to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in be “outstanding” for the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision purposes of this Indenture, the Notes or the Security DocumentsSection 9.02. Upon the request of the Issuer accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 9.05 hereof, the Trustee shall join with the Issuer and the Guarantors in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture directly affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, consent, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer shall (or cause the Trustee, at the expense of and at the request of the Issuer, to) mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding the foregoing, without Without the consent of each affected Holder affectedof Notes, an amendment amendment, consent, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer ACC and the Trustee may amend or supplement this Indenture, Indenture and the Notes may be amended or any of the Security Documents supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of or tender offer or exchange offer for, or purchase of, for the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including consents obtained in connection with a purchase of or a tender offer or exchange offer for the Security DocumentsNotes). Upon the request of the Issuer ACC accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentIndenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 9.06 hereof, the Trustee shall join with the Issuer ACC in the execution of such amended or supplemental Indenture or other such amendment unless such amended or supplemental Indenture or other such amendment affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentIndenture. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer ACC shall mail to the Holders of each Note affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer ACC to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Notwithstanding Subject to Sections 6.04 and 6.07 hereof, the foregoingHolders of a majority in aggregate principal amount of the Notes then outstanding may waive compliance in a particular instance by ACC with any provision of this Indenture or the Notes. However, without the consent of each Holder affected, an amendment amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting nonconsenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer Company and the Trustee may amend or supplement this IndentureIndenture (including Sections 3.09, 4.12 and 4.17 hereof) and the Notes may be amended or any of the Security Documents supplemented with the consent of the Holders of at least a majority in aggregate principal amount at maturity of the Notes then outstanding voting as a single class (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this IndentureIndenture or the Notes may be waived with the consent of the Holders of a majority in aggregate principal amount at maturity of the then outstanding Notes voting as a single class (including without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes or the Security DocumentsNotes). Upon the request of the Issuer Company accompanied by a Board Resolution authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof7.02, the Trustee shall join with the Issuer Company in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture directly affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding Subject to Sections 6.04 and 6.07 hereof, the foregoingHolders of a majority in aggregate principal amount at maturity of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in below, this Section 9.02, the Issuer and the Trustee may amend Indenture or supplement this Indenture, the Notes may be amended or any of the Security Documents supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and any existing default or compliance with any provision of this Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, for the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Security Documents. Upon the request of the Issuer Company accompanied by a resolution of the Board Resolution of Directors of the Company, authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 7.2 hereof, the Trustee shall join with the Issuer Company in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture affects the Trustee's own rights, duties or immunities under this Indenture indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 9.2 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding the foregoing, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer Issuer, the Parent Guarantor and the Trustee may amend or supplement this Fifth Supplemental Indenture, the Guarantee and the Notes or any of the Security Documents with the consent of the Holders of at least a majority in aggregate principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class (including including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, premium or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Fifth Supplemental Indenture, the Notes Guarantee or the Security DocumentsNotes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes). Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. Upon the request of the Issuer accompanied by a Board Resolution resolution of its board of directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuer in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture directly affects the Trustee's ’s own rights, duties or immunities under this Fifth Supplemental Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding the foregoing, without Without the consent of each affected Holder affectedof Notes, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.029.2, the Issuer and the Trustee may amend Indenture or supplement this Indenture, the Notes may be amended or any of the Security Documents supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, Notes), and, with such consent and subject to Sections 6.04 6.4 and 6.07 6.7 and the last sentence of Section 60 67 6.1 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on on, the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including consents obtained in connection with a tender offer or the Security Documentsexchange offer for Notes). Upon the request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentIndenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 7.2 hereof, the Trustee shall join with the Issuer Company in the execution of such amended or supplemental Indenture or other such amendment unless and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture or other such amendment that adversely affects the Trustee's its own rights, duties duties, liabilities or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendment. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 9.2 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.2 becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Notwithstanding Subject to Sections 6.4 and 6.7 hereof, the foregoingHolders of a majority in principal amount of the Notes then outstanding may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer The Company and the Trustee may amend or supplement this Indenture, Indenture or the Notes or any of the Security Documents with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, for the Notes), and, with such consent and subject to Sections 6.04 6.4 and 6.07 6.7 hereof, may waive any existing Default or Event of Default (other than a Default or an Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes Indenture or the Security DocumentsNotes, may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including consents obtained in connection with a tender offer or exchange offer for the Notes). Upon the request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentIndenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 9.6 hereof, the Trustee shall join with the Issuer Company in the execution of such amended or supplemental Indenture or other such amendment unless such amended or supplemental Indenture or other such amendment affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentIndenture. It shall not be necessary for the consent of the Holders under this Section 9.02 9.2 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.2 becomes effective, the Issuer Company shall mail to the Holders affected thereby of the Notes a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Notwithstanding Subject to Sections 6.4 and 6.7 hereof, the foregoingHolders of a majority in aggregate principal amount of the Notes then outstanding may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. Anything herein to the contrary notwithstanding, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer The Company and the Trustee may amend or supplement this Indenture, the Notes or any of the Security Documents enter into a supplemental indenture with the written consent of the Holders of at least a majority in aggregate principal amount of the outstanding Notes then outstanding of each Series affected by such supplemental indenture (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, Notesfor the Notes of such Series), andfor the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of Notes of each such Series. Except as otherwise provided herein, the Holders of at least a majority in aggregate principal amount of the outstanding Notes of each Series, by notice to the Trustee (including consents obtained in connection with a tender offer or exchange offer for the Notes of such consent and subject to Sections 6.04 and 6.07 hereof, Series) may waive any existing Default or Event of Default (other than a Default or Event of Default in compliance by the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance Company with any provision of this Indenture, Indenture or the Notes with respect to such Series. It shall not be necessary for the consent of the Holders of Notes under this Section 9.2 to approve the particular form of any proposed supplemental indenture or waiver, but it shall be sufficient if such consent approves the Security Documentssubstance thereof. Upon the request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 7.2 hereof, the Trustee shall will join with the Issuer Company in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture directly affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall will not be obligated to, enter into such amended or supplemental Indenture or other such amendment. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereofIndenture. After an amendment, supplement a supplemental indenture or waiver under this Section section becomes effective, the Issuer Company shall mail or send to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement supplemental indenture or waiver. Any failure of by the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding the foregoingHowever, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 9.2 may not (not, with respect to any Notes held by a non-consenting Holder)::

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer The Company and the Trustee may amend or supplement this Indenture, the Notes or any of the Security Documents enter into a supplemental indenture with the written consent of the Holders of at least a majority in aggregate principal amount of the outstanding Notes then outstanding of each series affected by such supplemental indenture (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, Notesfor the Notes of such series), andfor the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of Notes of each such series. Except as otherwise provided herein, the Holders of at least a majority in aggregate principal amount of the outstanding Notes of each series, by written notice to the Trustee (including consents obtained in connection with a tender offer or exchange offer for the Notes of such consent and subject to Sections 6.04 and 6.07 hereof, series) may waive any existing Default or Event of Default (other than a Default or Event of Default in compliance by the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance Company with any provision of this Indenture, Indenture or the Notes with respect to such series. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed supplemental indenture or waiver, but it shall be sufficient if such consent approves the Security Documentssubstance thereof. Upon the request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by a Responsible Officer of the Trustee of the documents described in Section 7.02 hereof, the Trustee shall will join with the Issuer Company in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture directly affects the Trustee's ’s own rights, duties duties, privileges, protections or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall will not be obligated to, enter into such amended or supplemental Indenture or other such amendment. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereofindenture. After an amendment, supplement a supplemental indenture or waiver under this Section becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement supplemental indenture or waiver. Any failure of by the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding the foregoingHowever, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (not, with respect to any Notes held by a non-consenting Holder)::

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer The Company and the Trustee may amend or supplement this Indenture, the Notes or any of the Security Documents enter into a supplemental indenture with the written consent of the Holders of at least a majority in aggregate principal amount of the outstanding Notes then outstanding of each Series affected by such supplemental indenture (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, Notesfor the Notes of such Series), andfor the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of Notes of each such Series. Except as otherwise provided herein, the Holders of at least a majority in principal amount of the outstanding Notes of each Series by notice to the Trustee (including consents obtained in connection with a tender offer or exchange offer for the Notes of such consent and subject to Sections 6.04 and 6.07 hereof, Series) may waive any existing Default or Event of Default (other than a Default or Event of Default in compliance by the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance Company with any provision of this Indenture, Indenture or the Notes with respect to such Series. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed supplemental indenture or waiver, but it shall be sufficient if such consent approves the Security Documentssubstance thereof. Upon the request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall will join with the Issuer Company in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture directly affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall will not be obligated to, enter into such amended or supplemental Indenture or other such amendment. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereofIndenture. After an amendment, supplement a supplemental indenture or waiver under this Section section becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement supplemental indenture or waiver. Any failure of by the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding the foregoingHowever, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):not:

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer Company and the Trustee may amend or supplement this Indenture, Indenture (including Sections 4.07 and 4.08 hereof) and the Notes may be amended or any of the Security Documents supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, for the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including consents obtained in connection with a tender offer or exchange offer for the Security DocumentsNotes). Upon the request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentIndenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuer Company in the execution of such amended or supplemental Indenture or other such amendment unless such amended or supplemental Indenture or other such amendment affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentIndenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Notwithstanding Subject to Sections 6.04 and 6.07 hereof, the foregoingHolders of a majority in aggregate principal amount of the Notes then outstanding may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, CDW, the Issuer Guarantors and the Trustee may amend or supplement this Indenture, the Notes or any of and the Security Documents Guarantees with the consent of the Required Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes Guarantees or the Security DocumentsNotes may be waived with the consent of the Required Holders (including consents obtained in connection with a tender offer for, or purchase of, the Notes). Upon the request of the Issuer CDW accompanied by a Board Resolution of CDW authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuer CDW in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture directly affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Required Holders of the Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer CDW shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer CDW to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding the foregoing, without the consent of each affected Holder affectedof Notes, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.029.2, the Issuer and the Trustee may amend Indenture or supplement this Indenture, the Notes may be amended or any of the Security Documents supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, Notes), and, with such consent and subject to Sections 6.04 6.4 and 6.07 6.7 and the last sentence of Section 6.1 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on on, the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including consents obtained in connection with a tender offer or the Security Documentsexchange offer for Notes). Upon the request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentIndenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 7.2 hereof, the Trustee shall join with the Issuer Company in the execution of such amended or supplemental Indenture or other such amendment unless and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture or other such amendment that adversely affects the Trustee's its own rights, duties duties, liabilities or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendment. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 9.2 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.2 becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Notwithstanding Subject to Sections 6.4 and 6.7 hereof, the foregoingHolders of a majority in principal amount of the Notes then outstanding may waive compliance in a particular instance by the company with any provision of this Indenture or the Notes. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided in Section 9.01 and below in this Section 9.02, the Issuer Company and the Trustee may amend or supplement this IndentureIndenture (including Sections 3.08, 4.12 and 4.16 hereof) and the Notes and the Note Guarantees may be amended or any of the Security Documents supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Required Noteholders (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this IndentureIndenture or the Notes may be waived with the consent of the Required Noteholders (including without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes or the Security DocumentsNotes). Upon the request of the Issuer Company accompanied by a Board Resolution authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof7.02, the Trustee shall join with the Issuer Company in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture directly affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding Subject to Sections 6.04 and 6.07 hereof, the foregoingRequired Noteholders may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes or the Note Guarantees. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):